UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 2, 2009
Builders FirstSource, Inc.
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction of Incorporation)
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| 0-51357
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52-2084569 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
2001 Bryan Street, Suite 1600
Dallas, Texas 75201
(Address of Principal Executive Offices)
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
þ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On December 2, 2009, Builders FirstSource, Inc. (the “Company”) entered into an amendment to
the support agreement (the “Support Agreement”) that it entered into on October 23, 2009, with
certain holders of the Company’s Second Priority Senior Secured Floating Rate Notes due 2012 (the
“2012 notes”). Also on December 2, 2009, the Company entered into a similar amendment to the
investment agreement (the “Investment Agreement”) that it entered into on October 23, 2009, with
JLL Partners Fund V, L.P. and Warburg Pincus Private Equity IX, L.P. The amendments provide that,
as a closing condition to the transactions contemplated by the Support Agreement and the Investment
Agreement, at least 90%, rather than 95%, of the aggregate principal amount of outstanding 2012
notes must be validly submitted for exchange in the Company’s previously announced debt exchange.
The foregoing description of the amendments contained herein does not purport to be complete
and is qualified in its entirety by reference to the amendments, copies of which are attached
hereto as Exhibit 10.2 and Exhibit 10.3, respectively, and incorporated herein by reference. Also
attached hereto as Exhibit 10.1 is a copy of the Support
Agreement.
Item 8.01. Other Events.
On December 3, 2009, the Company issued a press release announcing the entry into the
amendments to the Support Agreement and Investment Agreement. As of
December 2, 2009, holders of
approximately 90.35% of the aggregate principal amount of the 2012 notes have agreed to exchange
their 2012 notes in the debt exchange. Consummation of the debt exchange and the
Company’s previously announced rights offering remain subject to stockholder approval of the
issuance of the shares of common stock to be issued in the recapitalization transactions; court
approval of the agreement to settle the stockholder class and derivative litigation relating to the
recapitalization transactions; and other customary closing conditions.
The Company also announced on December 3, 2009, that it set 5:00 p.m., Central Time, on
December 14, 2009, as the record date for its rights offering and special meeting of its
stockholders to approve the issuance of shares of the Company’s common stock pursuant to the rights
offering, the Investment Agreement and the debt exchange.
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
See Exhibit Index.